AUDIT AND RISK COMMITTEE REPORT for the year ended June 2024

DUTIES AND RESPONSIBILITIES

The Audit and Risk Committee is satisfied that it has executed its role and responsibilities in accordance with the requirements of the Companies Act, the JSE Listings Requirements and the recommendations of the King Report on Corporate Governance^TM for South Africa, 2016 (King IV) as well as the responsibilities assigned to it as set out in the Audit and Risk Committee Terms of Reference which have been approved by the Board. The Board is satisfied that the Audit and Risk Committee has complied with these terms, and with its legal and regulatory responsibilities as set out in the Companies Act, King IV and the JSE Listings Requirements.

The primary role of the Audit and Risk Committee is to ensure the integrity of the Group's financial reporting and the audit processes, and that a sound risk management and internal control system is maintained. In pursuing these objectives, the Audit and Risk Committee oversees relations with the external auditors and reviews the effectiveness of the internal audit function. The Audit and Risk Committee consisted of three independent non-executive directors from 1 July 2023 to 30 June 2024.

MEMBERS OF THE AUDIT AND RISK COMMITTEE

The Audit and Risk Committee members were re-appointed at the Annual General Meeting "AGM" of the Company on 9 November 2023.

The members during the 2024 financial year were José Bruno Fernandes (Chairperson), Alice Marie le Roux and Mmaboshadi Chauke.

The Audit and Risk Committee members were independent of executive management during the year under review. The Group Chief Executive Officer (CEO), Group Chief Financial Officer (CFO) and Medscheme Chief Executive Officer attends meetings by invitation. Additionally, the Chief Audit Executive (CAE) and external audit function are invited to attend meetings and to report to the Audit and Risk Committee.

Member	Date of Appointment	Qualifications

José Bruno Fernandes	15 November 2018	CA (SA)
Alice Marie le Roux	25 May 2020	CA (SA) & RA
Mmaboshadi Chauke	1 June 2020	CA (SA)

The Board is satisfied that the members of the Audit and Risk Committee have the requisite knowledge and experience as set out in section 94(5) of the Companies Act and Regulation 42 of the Companies Regulations 2011 to equip the committee to perform its functions.

Shareholders will be requested to approve the appointment and/or reappointment of the members of the Audit and Risk Committee at the AGM scheduled for 7 November 2024.

ATTENDANCE OF MEETINGS

The attendance of Audit and Risk Committee members at its meetings during the financial year was as follows:

Member		Attendance

José Bruno Fernandes		5/5
Alice Marie le Roux		4/5
Mmaboshadi Chauke		5/5

The Audit and Risk Committee performs the duties set out in section 94(7) of the Companies Act, holding sufficient scheduled meetings to discharge its duties, subject to a minimum of four meetings per year. Additional ad-hoc meetings are held as and when required. During the year, five committee meetings were held and, where relevant, unrestricted access was granted to the external auditors.

RESPONSIBILITIES

The Audit and Risk Committee is guided by the Audit and Risk Committee Terms of Reference and any amendments thereto are approved by the Board. The Audit and Risk Committee Terms of Reference incorporates the specific responsibilities outlined in the Companies Act and the JSE Listings Requirements. A separate internal Audit and Risk Committee has been established for the Group's Pharma-Cluster which meets on a quarterly basis and reports back to the Group Audit and Risk Committee.

It is the duty of the Audit and Risk Committee to undertake, inter alia, the following:

Approve the audit strategy and recommend the audit fee for approval;
Review the nature of and approve the fees for non-audit services;
Assess the effectiveness of the CAE and the work and processes of the internal audit function;
Satisfy itself with the appropriateness of the expertise and experience of the CFO;
Review and approve the interim and year-end results and announcements, and recommend them to the Board for approval;
Review and approve the consolidated and separate audited annual financial statements, the integrated annual report, and all other widely distributed financial documents and announcements, and recommend these to the Board for approval;
Review and approve all major accounting policy decisions;
Review and approve the risk register and the risk appetite statement;
Review and confirm the updated authority levels;
Assess the Group's position on contingent liabilities and other claims at financial year-end; and
Review policies and procedures for preventing and detecting fraud.

EXECUTION OF AUDIT AND RISK COMMITTEE TERMS OF REFERENCE

The Audit and Risk Committee discharged all responsibilities and functions delegated to it in terms of the Audit and Risk Committee Terms of Reference, the Companies Act, King IV and the JSE Listings Requirements.

During the year, the Audit and Risk Committee:

In respect of the external auditors:

Considered and satisfied itself that the external audit firm and its engagement partner are independent;
Considered and satisfied itself with respect to the Auditor Suitability Review required by the JSE Listings Requirements;
Agreed to the terms of engagement, in consultation with executive management;
Approved the fees paid to the external auditor for the 2024 financial year;
Considered and recommended the audit plan and budgeted audit fee to the Board for approval;
Held separate meetings with the external auditors in certain instances to discuss key audit matters;
Ensured that the appointment of the new external auditors complies with the provisions of the Companies Act, paragraph 3.84(g)(iii) of the JSE Listings Requirements, and any other legislation relating to the appointment of the auditors;
Evaluated external auditor responses to the request for proposals for the appointment of the new external auditor for the Group;
Recommended the appointment of new external auditors to commence in the 2024 financial year, with such appointment confirmed at the 2023 Annual General Meeting; and
The Audit and Risk Committee chairperson held separate meetings with the external auditors prior to Audit and Risk Committee meetings.

In respect of financial reporting:

Reviewed the current performance and future requirements for the financial management of the Group and concluded that the current finance team has the appropriate skills and expertise required to fulfil the finance function;
Also considered the appropriateness and experience of the Group Chief Financial Officer, Hannes Boonzaaier, as required by the JSE Listings Requirements;
Reviewed the audited separate and consolidated annual financial statements;
Ensured that appropriate financial reporting procedures exist and are effective;
Reviewed the appropriateness of any amendments to accounting policies and internal financial controls; and
Reviewed the integrated reporting process.

The Audit and Risk Committee has assessed the Group's accounting policies and the consolidated financial statements for the year ended June 2024 and is satisfied that they comply in all material aspects with IFRS ®Accounting Standards, the requirements of the Companies Act and the JSE Listings Requirements.

The Audit and Risk Committee recommended the Group Financial Statements for approval by the Board.

In respect of the internal audit:

Approved the internal audit plan for the year;
Monitored and provided oversight of the internal audit function; and
The Audit and Risk Committee chairperson held separate meetings with the CAE prior to Audit and Risk Committee meetings.

AfroCentric Group has established and maintains internal controls and procedures, which are reviewed on a regular basis by internal audit, which then reports to the Audit and Risk Committee in order to manage the risk of business failures and to provide reasonable assurance against such failures. However, this is not a guarantee that such risks are eliminated.

In respect of Information Technology governance:

Monitored the Group's technology governance framework and processes including that of system stability and information security;
Reviewed and monitored the outcome of penetration tests conducted and mitigation of cybersecurity risks; and
Monitored the Information and communication technology (ICT) risk management and compliance universe.

COMBINED ASSURANCE

The Audit and Risk Committee is of the view that the framework in place for combined assurance is adequate and is achieving the objective of an effective integrated approach, across the disciplines of risk management, compliance, and audit.

José Bruno Fernandes
Chairperson of the Audit & Risk Committee
3 September 2024